Common use of Regional preference Clause in Contracts

Regional preference. In furtherance of the objectives described in Section 2.3, either WPP or comScore shall each have the first right to lead the sales and marketing of the Cross Solution to the Industry Authority (where applicable) and customers in a particular country in the Territory under the following circumstances: 3.2.1 where WPP (a) is the Incumbent Provider for TAM Services to the television Industry Authority or has an established relationship with the Industry Authority with respect to TAM, or (b) provides TAM or Return Path Data (“RPD”) services without an Industry Authority in a particular country, and comScore has not established the rights to provide IAM Services to the Internet Industry Authority in such country, WPP will serve as the lead sales and marketing party for CMAM services in such country; 3.2.2 where comScore is the Incumbent Provider for IAM Services to the Internet Industry Authority or has an established relationship with the Industry Authority with respect to IAM, in a particular country, and WPP has not established the rights to provide TAM Services to the television Industry Authority in such country, comScore will serve as the lead sales and marketing party for CMAM services in such country; 3.2.3 where WPP is the Incumbent Provider for TAM Services to the television Industry Authority, and comScore is the Incumbent Provider for IAM Services to the Internet Industry Authority in the same country, or where neither Party has rights to provide services to the Industry Authority in a particular country, or no such Industry Authority exists, then WPP will serve as the lead sales and marketing party for CMAM services in such country; provided that the agreed revenue share for such countries shall reflect both Parties’ existing presence in such countries. If either WPP or comScore informs the other Party that it does not intend to market the Cross Solution to customers in a region where it has first priority, or fails to do so within 6 months after the other Party provides written notice of its interest in selling and marketing to customers in such region, the other Party may take the lead position in selling and marketing the Cross Solution to customers in that region. Notwithstanding anything the contrary set forth above, a Party shall only have the obligation to lead the sales and marketing of the Cross Solution under the scenarios set forth above if the Party is not contractually prohibited by a third party from engaging in such activities.